Fulcrum Therapeutics, Inc. (FULC) Form 8-K — Aug 17, 2026
Fulcrum Therapeutics (Nasdaq: FULC) entered into a merger agreement on August 16, 2026 with privately held Slate Medicines, Inc. in a reverse merger paired with a $245.0 million concurrent private placement in Slate. Slate is valued at $350.0 million in the deal, while Fulcrum is valued at just $31.3 million. Upon closing, pre-merger Slate stockholders are expected to own roughly 55.9% of the combined company and new investors about 39.1%, leaving pre-merger Fulcrum stockholders with approximately 5.0% on a fully diluted basis.
Key figures
- Deal Value Usd
- $31.3 million Fulcrum valuation; Slate valued at $350.0 million plus a $245.0 million Concurrent Investment
- Cash dividend
- $270 million in the aggregate to pre-merger Fulcrum stockholders, subject to adjustment
- Lockup period
- 180 days following closing
- Combined board
- 5 members, all designated by Slate
- Slate valuation
- $350.0 million (exclusive of Concurrent Investment proceeds)
- Target net cash
- $20.3 million
- Fulcrum valuation
- $31.3 million (subject to net cash adjustment; in no event to exceed $31,300,000)
- Ownership investors
- approximately 39.1% fully diluted
- Reverse split ratio
- to be mutually agreed by Fulcrum and Slate
- Expected cash runway
- into 2029
- Concurrent investment
- $245.0 million private placement in Slate
- Slate termination fee
- $15 million
- Fulcrum termination fee
- $10 million
- Ownership slate holders
- approximately 55.9% fully diluted
- Slate support agreements
- approximately 78.65% of outstanding Slate capital stock
- Ownership fulcrum holders
- approximately 5.0% fully diluted
- Fulcrum support agreements
- approximately 1.0% of outstanding Fulcrum common stock
- Option cancellation threshold
- $7.00 exercise price (options above cancelled for no consideration)
Price after filing
Close on the filing date to close N calendar days later (from $3.84). Historical, not a forecast.
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